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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Monday, December 22, 2025, Vol. 26, No. 254
Headlines
F I N L A N D
OUTOKUMPU OYJ: Moody's Affirms Ba2 CFR, Alters Outlook to Negative
F R A N C E
GETLINK: S&P Affirms 'BB+' ICR, Outlook Stable
I R E L A N D
AQUEDUCT EUROPEAN 3-2019: Moody's Affirms B3 Rating on Cl. F Notes
PENTA CLO 21: S&P Assigns Prelim B- (sf) Rating to Class F Notes
ROCKFIELD PARK CLO: Moody's Affirms B3 Rating on EUR12MM E Notes
VICTORY STREET II: S&P Assigns B- (sf) Rating to Class F Notes
I T A L Y
A-BEST 25: DBRS Confirms 'CCC' Rating on Class M Notes
L U X E M B O U R G
ADECOAGRO SA: Moody's Puts 'Ba2' CFR Under Review for Downgrade
N E T H E R L A N D S
FAIRBRIDGE 2025-1: DBRS Finalizes B Rating on Class E Notes
S P A I N
CAIXABANK CONSUMO 7: Moody's Gives Ba1 Rating to EUR60.6MM D Notes
IM CAJAMAR 4: Moody's Affirms Ca Rating on EUR12MM Class E Notes
RONDA RMBS 2025: S&P Assigns B (sf) Rating to Class F-Dfrd Notes
TDA 29 FTA: Moody's Affirms 'C' Rating on EUR4.9M Class D Notes
U N I T E D K I N G D O M
ALL DAY: Quantuma Advisory Appointed as Administrators
APMG LIMITED: Cowgills Johns Appointed as Joint Administrators
BCP V MODULAR: S&P Downgrades LT ICR to 'B-', Outlook Stable
EES SOLUTIONS: FRP Advisory Appointed as Joint Administrators
PETALITE LIMITED: FRP Advisory Appointed as Joint Administrators
POD SPACE: XL Business Solutions Appointed as Administrator
PRECISION MEASUREMENT: S&P Assigns 'B' LT ICR, Outlook Stable
SHOWMED LIMITED: Opus Williams Appointed as Administrators
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F I N L A N D
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OUTOKUMPU OYJ: Moody's Affirms Ba2 CFR, Alters Outlook to Negative
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Moody's Ratings has affirmed the Ba2 Corporate Family Rating and
Ba2-PD Probability of Default Rating of Outokumpu Oyj (OTK).
Concurrently, Moody's changed the outlook to negative from stable.
RATINGS RATIONALE
The change in outlook reflects pressure on OTK's earnings, which
have been weaker than Moody's expected over the past two years. The
company has faced challenging operating environment characterized
by subdued demand in key markets and pressure from low-priced
imports. For the 12 months to September 2025, Moody's-adjusted
EBITDA was about EUR120 million (or around EUR170 million excluding
restructuring and strike-related charges), among the lowest levels
in many years and significantly below the EUR1.2 billion record in
2022. Earnings volatility remains above the average for rated steel
producers and higher than Moody's expected when Moody's upgraded
OTK's CFR to Ba2.
Although the company has reduced capital spending, it has so far
not cut dividends despite weak operating cash flow. This approach
to dividends resulted in significantly negative Moody's-adjusted
free cash flow (FCF) in 2024 and 2025 and led to an increase in
gross and net debt since the low point in December 2023. For the 12
months to September 2025, OTK reported negative Moody's-adjusted
retained cash flow (RCF), with adjusted gross debt/EBITDA nearing
10x (around 6.9x excluding restructuring and strike-related
charges). These metrics are well below Moody's expectations for
OTK's Ba2 CFR and position the company as weak compared with most
rated steel peers.
However, Moody's sees potential for earnings to recover over the
next 12 to 18 months, which supports the affirmation of the
ratings. In addition to a gradual demand recovery, OTK will likely
benefit from rising protectionist measures in its key markets. In
October 2025, the European Commission announced new safeguard
measures to curb import penetration in the EU, which, if adopted
effectively, will likely support volumes and prices for domestic
producers. OTK also stands to benefit from the Carbon Border
Adjustment Mechanism, effective January 2026, given its low carbon
footprint by industry standards. Additionally, US Section 232
tariffs may lead to higher pricing for OTK's US operations,
although weak domestic demand has so far limited the upside.
In Moody's base case, Moody's forecasts OTK's Moody's-adjusted
EBITDA will grow to around EUR340 million in 2026 and EUR480
million in 2027, broadly in line with OTK's estimate of EUR500
million under normal business conditions. In this scenario,
Moody's-adjusted debt/EBITDA will improve to 3.0x–3.5x and
RCF/net debt to 20%–25% over the next 12 to 18 months. Although
these levels are largely consistent with the Ba2 CFR, they remain
weak, and there are risks that this forecast might not be achieved.
Moody's reflects these risks in the negative outlook.
Signs of a major demand recovery remain limited, and it is still
uncertain whether protectionist measures in the US and the EU will
deliver the intended effects. Additionally, if Mexico retaliates
against US tariffs, OTK's credit quality will likely weaken. The
company also needs to absorb EUR45 million in charges from its
recently announced restructuring program, with most payable in
2026. Unless it cuts dividends or reduces capital spending below
the indicated maintenance level of EUR200 million in 2026, Moody's
expects another year of negative Moody's-adjusted FCF in Moody's
base case.
Furthermore, although the planned EUR200 million annealing and
pickling line in Tornio remains on hold, OTK will eventually need
to invest — either organically or through acquisitions — to
execute its strategy announced in June 2025. However, Moody's
expects OTK to do so in line with its conservative capital
structure target of reported net leverage of around 1.0x, allowing
temporary increases above 2.0x for strategic investments and to
manage market cycles (1.5x for the 12 months to September 2025).
OTK maintains good liquidity, which also supports the ratings
affirmation despite weak metrics. As of September 2025, it held
EUR335 million in cash and cash equivalents, with no significant
debt maturities until 2028. In November, it signed a new EUR800
million undrawn revolving credit facility maturing in February
2030. The Ba2 CFR assumes OTK will maintain access to uncommitted
factoring lines with its relationship banks. The rating also
continues to incorporate the company's shareholder structure, with
Solidium Oy — the investment company of the Government of Finland
(Aa1 stable) — holding the largest stake at around 15%.
ESG CONSIDERATIONS
Governance considerations were among the main drivers of the
negative outlook. OTK's decision not to cut dividends so far
despite weak operating cash flow led to an increase in gross and
net debt, which weakened its credit quality.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Evidence of structural improvement in profitability and reduced
earnings volatility across cycles, as OTK progresses in executing
its strategy, is the key factor for us to consider an upgrade of
its Ba2 CFR. Other considerations include the company's commitment
to capital structures and capital allocation consistent with
Moody's-adjusted debt/EBITDA below 2.5x and RCF/net debt above 35%,
sustained not only during strong markets, while maintaining good
liquidity.
Moody's could downgrade OTK's Ba2 CFR, if the company's
Moody's-adjusted debt/EBITDA remained above 3.5x and RCF/net debt
below 25% on a sustained basis. Moody's would accept periods of
weaker metrics amid cyclical downturns, provided OTK maintains good
liquidity and takes measures to protect its cash flow. Weakened
liquidity could also add negative pressure on the ratings.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Steel published
in September 2025.
The methodology scorecard indicates a B1 outcome for the 12 months
to September 2025, two notches below the Ba2 CFR. The outcome
reflects weak market conditions over the period, which are below
through-the-cycle levels. For Moody's forward-looking 12-18-month
view, which is more representative of normal business conditions,
the outcome aligns with the Ba2 CFR.
COMPANY PROFILE
Headquartered in Helsinki, Finland, OTK is a leading stainless
steel producer. The company also owns a chrome mine in Finland and
produces ferrochrome for internal use and external sales. In 2024,
it shipped around 1.8 million tonnes of stainless steel and 370,000
tonnes of ferrochrome, generating EUR5.9 billion in revenue. OTK is
listed on the Helsinki Stock Exchange.
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F R A N C E
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GETLINK: S&P Affirms 'BB+' ICR, Outlook Stable
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S&P Global Ratings affirmed its issuer credit and issue ratings on
France- and U.K.-based Getlink and its EUR600 million green bonds
due in April 2030 at 'BB+'. The '3' recovery rating on these bonds
is unchanged.
The stable outlook reflects S&P's expectation that Getlink will
maintain a prudent and supportive financial policy, calibrating the
dividends and managing investments to sustain weighted-average FFO
to debt within the 13%-15% range.
Getlink has posted results in line with our expectations,
underpinned by healthy performance of the Eurotunnel segment. S&P
already anticipated lower operational outcomes within the Eleclink
segment, reflecting the normalization of electricity market
conditions.
S&P said, "We think the implementation of the ElecLink
profit-sharing mechanism is approaching in 2027, when Getlink could
achieve the 13% internal rate of return (IRR) threshold required
for its activation.
"Hence, we expect ElecLink will have to share about EUR100 million
(representing 50% of last year's revenue on a rolling basis) in
annual revenue, lowering its free cash flow but consistent with our
previous projections. Because such cash outflows related to the
profit-sharing mechanism are not fully captured in our adjusted
EBITDA and funds from operations (FFO) for GetLink, we complement
our analysis with a more cash-based measure of EBITDA and FFO.
"We expect Getlink's performance to remain resilient with
Eurotunnel revenue up 3.6% for the first nine months of 2025 in
line with our expectations. Although total revenue for the first
nine months of 2025 was 5.4% lower than the same period last year,
this is largely due to the structural drop in Eleclink's results of
EUR158 million, down 39%, compared to exceptional levels of EUR261
million in the first nine months of 2024. This decrease in Eleclink
reflects normalized electricity market conditions and is consistent
with our expectations.
"We expect Eurotunnel to remain the main revenue and EBITDA
generating business segment within Getlink. We expect Eurotunnel's
share in Getlink's EBITDA to be about 75%-80% in 2025 and 2026, and
approximately 90% from 2027 onward, mainly because of the
normalization of ElecLink's more volatile cash flows through the
profit-sharing mechanism that we expect to be activated from 2027.
Increasing profits from Eurotunnel will underpin the company's
EBITDA, while ElecLink's contribution declines on natural
volatility in electricity prices and the profit-sharing mechanism.
"Despite nearing the implementation of Eleclink profit-sharing
mechanism payments, we expect Getlink's future metrics to remain
robust, with FFO to debt recovering to or above 13% in 2026-2027
from 11.6% in 2025. While we anticipate a temporary decline in
EBITDA in 2025, primarily due to a structural drop in profits at
ElecLink due to the normalization in electricity markets and
competition in the short straights, we expect an upward trend in
Eurotunnel and GetLink's profits from 2026 onwards." This considers
further benefits from shuttle car yield optimization and modest
traffic growth at Eurotunnel, including some potential regaining of
its market share on the highly competitive short straights route.
S&P said, "In our view, Eurotunnel's operating cash generation
should continue to comfortably fund its planned investments, with
the remainder paid out as dividends. We understand that Getlink
intends to increase its dividend payments to shareholders in the
medium term, from EUR313 million (EUR0.58 per share) in 2025
predicated on steady growth at Eurotunnel. We understand it does
not constitute a formal dividend policy, allowing the company to
calibrate future dividends, if needed, to preserve credit metrics
and maintain robust parent-level liquidity.
"We estimate that the start of ElecLink's profit-sharing mechanism
could be approaching in 2027. We project the IRR for Eleclink to
reach the 13% threshold by the end of 2026. This achievement will
trigger the commencement of profit sharing, whereby Getlink will
distribute a 50% of revenue generated by the interconnector to the
French and British National Electricity Transmission System
Operators as per the established agreement. We assume that
beginning 2027, Eleclink will distribute 50% of revenue generated
during the previous year. The impact on Getlink's reported net
profit will, however, be smoothened by the gradual unwinding of the
profit-sharing provision, which exists in Getlink's accounts and
amounted to EUR444 million as of June 30, 2025." As S&P now has
more visibility on the commencement and level of these regulatory
payments by Getlink, it has revised its financial modelling and
EBITDA calculation, as follows:
-- S&P assumes that the annual profit-sharing provision will
remain at about 30%-35% of ElecLink's EBITDA over 2025-2027, which
is in line with the provision the company made in 2023-2024.
-- S&P assumes the company will reach the 13% IRR threshold in
2027 and start paying out 50% of the previous year's revenue.
Consequently, we deduct this provision from EBITDA in line with the
reported income statement.
-- S&P forecasts that criteria for cash distribution will be met
by the end of 2026 and therefore it reflects its expectation of
cash payments of 50% of the previous year's revenue from 2027 in
the forecast cash flow.
-- After the commencement of the profit-sharing mechanism in 2027,
S&P will no longer add profit sharing provision to adjusted debt.
S&P said, "Our view on Getlink's underlying cash flow strength is
unchanged. As such, S&P Global Ratings-adjusted EBITDA is
complemented by supplemental EBITDA and FFO metrics that deduct the
actual substantial cash outflows related to Eleclink's profit
sharing mechanism. These amount to EUR89 million-EUR112 million in
our projections (corresponding to 50% of Eleclink's prior year's
revenue) and are not captured in S&P Global Ratings-adjusted EBITDA
and, consequently, FFO.
"The stable outlook reflects our expectation that Getlink will
maintain weighted-average FFO to debt within 13%-15% despite the
reduction of cash flows from ElecLink once it starts profit sharing
from 2027. We expect the company to maintain a prudent and
supportive financial policy, as well as solid liquidity at the
parent level, supported by increased dividend distributions from
Eurotunnel's operations.
"We would consider taking a negative rating action if Getlink fails
to maintain FFO to debt solidly above 12% after the profit-sharing
mechanism starts, which, as we estimate, corresponds to 11% if we
deducted the profit-sharing cash outflows related to Eleclink's
profit sharing mechanism. This could happen if, for instance, the
company's financial policy becomes more aggressive than we
anticipate, or if Eurotunnel's performance is significantly weaker
than we expect. The latter could occur if the ramp-up in rail
traffic stalls, or if the company loses further market share in
truck and car shuttles to ferries, and cost control and yield
management does not sufficiently mitigate this.
"We could consider a positive rating action if, after the
profit-sharing mechanism starts, the group maintains adjusted FFO
to debt consistently above 16% which, as we estimate, corresponds
to above 15% if we deducted the profit-sharing cash outflows. This
could be supported by further strengthening of Eurotunnel's
performance, fueling EBITDA growth and improving the competitive
position despite high competition in the Channel market."
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I R E L A N D
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AQUEDUCT EUROPEAN 3-2019: Moody's Affirms B3 Rating on Cl. F Notes
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Moody's Ratings has upgraded the ratings on the following notes
issued by Aqueduct European CLO 3-2019 Designated Activity
Company:
EUR29,500,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aa1 (sf); previously on Jun 29, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR12,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aa1 (sf); previously on Jun 29, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR26,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on Jun 29, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following debt:
EUR186,000,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Jun 29, 2021 Definitive
Rating Assigned Aaa (sf)
EUR60,000,000 Class A Senior Secured Floating Rate Loan due 2034,
Affirmed Aaa (sf); previously on Jun 29, 2021 Definitive Rating
Assigned Aaa (sf)
EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Jun 29, 2021
Definitive Rating Assigned Baa3 (sf)
EUR21,200,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Jun 29, 2021
Definitive Rating Assigned Ba3 (sf)
EUR11,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on Jun 29, 2021
Definitive Rating Assigned B3 (sf)
Aqueduct European CLO 3-2019 Designated Activity Company,
originally issued in March 2019 and refinanced in June 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured/mezzanine European loans. The
portfolio is managed by HPS Investment Partners CLO (UK) LLP. The
transaction's reinvestment period will end in February 2026.
RATINGS RATIONALE
The rating upgrades on the Class B-1, Class B-2, and Class C notes
are primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in February
2026.
The affirmations on the ratings on the Class A notes, Class A loan,
Class D, Class E and Class F notes are primarily a result of the
expected losses on the debt remaining consistent with their current
rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR396.6 million
Defaulted Securities: EUR3.0 million
Diversity Score: 60
Weighted Average Rating Factor (WARF): 3030
Weighted Average Life (WAL): 4.49 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.75%
Weighted Average Coupon (WAC): 2.89%
Weighted Average Recovery Rate (WARR): 44.04%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in October 2025.
Counterparty Exposure:
The rating action took into consideration the debt's exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Structured Finance Counterparty Risks"
published in May 2025. Moody's concluded the ratings of the debt
are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated debt's performance is subject to uncertainty. The debt's
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the debt's
performance.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: Once reaching the end of the
reinvestment period in February 2026, the main source of
uncertainty in this transaction is the pace of amortisation of the
underlying portfolio, which can vary significantly depending on
market conditions and have a significant impact on the debt's
ratings. Amortisation could accelerate as a consequence of high
loan prepayment levels or collateral sales by the collateral
manager or be delayed by an increase in loan amend-and-extend
restructurings. Fast amortisation would usually benefit the ratings
of the debts beginning with the debts having the highest prepayment
priority.
-- Weighted average life: The debt's ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the debt's ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
PENTA CLO 21: S&P Assigns Prelim B- (sf) Rating to Class F Notes
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S&P Global Ratings assigned its preliminary credit ratings to Penta
CLO 21 DAC's class A, B, C, D, E, and F notes. At closing, the
issuer will also issue unrated class Z notes and subordinated
notes.
Under the transaction documents, the notes will pay quarterly
interest unless a frequency switch event occurs, upon which the
notes will pay semiannually.
This transaction has a 1.50-year non-call period, and the
portfolio's reinvestment period will end 4.58 years after closing.
The preliminary ratings reflect S&P's assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading assessed under S&P's
operational risk framework.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,799.57
Default rate dispersion 481.96
Weighted-average life (years) 4.89
Obligor diversity measure 130.77
Industry diversity measure 19.93
Regional diversity measure 1.39
Transaction key metrics
Total par amount (mil. EUR) 400.00
Defaulted assets (mil. EUR) 0
Number of performing obligors 153
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.88
Target 'AAA' weighted-average recovery (%) 35.42
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio primarily comprises broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we modelled the EUR400 million par
amount, the covenanted weighted-average spread of 3.50%, and the
covenanted weighted-average coupon of 4.50%, and the identified
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"Until the end of the reinvestment period on Aug. 16, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our counterparty criteria.
"Following the application of our structured finance sovereign risk
criteria, the transaction's exposure to country risk is limited at
the assigned preliminary ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.
"At closing, we expect the transaction's legal structure to be
bankruptcy remote, in line with our legal criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the preliminary ratings
are commensurate with the available credit enhancement for the
class A to F notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B to D notes
could withstand stresses commensurate with higher ratings than
those assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our ratings on these notes.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class F notes could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria and assigned a preliminary rating of 'B-
(sf)' rating on this class of notes."
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 23.69% (for a portfolio with a weighted-average
life of 4.89 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.89 years, which would result
in a target default rate of 15.64%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
class A to F notes.
"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
based on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries.
"Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, we have not made any specific
adjustments in our rating analysis to account for any ESG-related
risks or opportunities."
Penta CLO 21 is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured and
unsecured loans and bonds issued mainly by speculative-grade
borrowers.
Ratings
Prelim. Prelim. Amount Credit
Class rating* (mil. EUR) enhancement (%) Interest rate§
A AAA (sf) 248.00 38.00 3mE +1.27%
B AA (sf) 44.00 27.00 3mE +1.90%
C A (sf) 23.00 21.25 3mE +2.25%
D BBB- (sf) 29.00 14.00 3mE +3.15%
E BB- (sf) 18.00 9.50 3mE +5.30%
F B- (sf) 12.00 6.50 3mE +8.25%
Z NR 5.00 N/A N/A
Sub NR 30.10 N/A N/A
*The preliminary ratings assigned to the class A and B notes
address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class C, D, E, and F notes
address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month Euro Interbank Offered Rate (EURIBOR) when a
frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.
ROCKFIELD PARK CLO: Moody's Affirms B3 Rating on EUR12MM E Notes
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Rockfield Park CLO DAC:
EUR26,000,000 Class A-2A Senior Secured Floating Rate Notes due
2034, Upgraded to Aaa (sf); previously on Jul 29, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR14,500,000 Class A-2B Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aaa (sf); previously on Jul 29, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR26,500,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to Aa3 (sf); previously on Jul 29, 2021
Definitive Rating Assigned A2 (sf)
EUR28,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to Baa2 (sf); previously on Jul 29, 2021
Definitive Rating Assigned Baa3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR243,500,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Jul 29, 2021 Definitive
Rating Assigned Aaa (sf)
EUR21,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba2 (sf); previously on Jul 29, 2021
Definitive Rating Assigned Ba2 (sf)
EUR12,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on Jul 29, 2021
Definitive Rating Assigned B3 (sf)
Rockfield Park CLO DAC, issued in July 2021, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European loans. The portfolio is managed by
Blackstone Ireland Limited. The transaction's reinvestment period
ended in July 2025.
RATINGS RATIONALE
The rating upgrades on the Class A-2A, A-2B, B and C notes are
primarily a result of the transaction having reached the end of the
reinvestment period in July 2025.
The affirmations of the ratings on the Class A-1, D and E notes are
primarily a result of the expected losses on the notes remaining
consistent with their current rating levels, after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR398.52 million
Defaulted Securities: EUR2.03 million
Diversity Score: 63
Weighted Average Rating Factor (WARF): 2964
Weighted Average Life (WAL): 4.32 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.57%
Weighted Average Coupon (WAC): 3.57%
Weighted Average Recovery Rate (WARR): 44.31%
Par haircut in OC tests and interest diversion test: 0%
The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Collateralized
Loan Obligations" published in October 2025.
Counterparty Exposure:
The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Structured Finance Counterparty Risks"
published in May 2025. Moody's concluded the ratings of the notes
are not constrained by these risks.
Factors that would lead to an upgrade or downgrade of the ratings:
The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.
Additional uncertainty about performance is due to the following:
-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.
-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.
In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.
VICTORY STREET II: S&P Assigns B- (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to Victory Street CLO II
DAC's class A-R, A, B, C, D, E, and F notes. At closing, the issuer
also issued unrated subordinated notes.
The ratings assigned to Victory Street CLO II's notes reflect our
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,654.93
Default rate dispersion 530.89
Weighted-average life (years) 5.14
Obligor diversity measure 121.57
Industry diversity measure 20.35
Regional diversity measure 1.27
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Actual 'AAA' weighted-average recovery (%) 35.78
Actual target weighted-average spread (net of floors; %) 3.65
Rationale
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end 4.6 years after closing.
The portfolio is well-diversified at closing, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
bonds. Therefore, S&P has conducted its credit and cash flow
analysis by applying its criteria for corporate cash flow CDOs.
S&P said, "In our cash flow analysis, we modeled a target par of
EUR350 million. We also modeled the covenanted weighted-average
spread (3.50%), the covenanted weighted-average coupon (4.00%), the
target weighted-average recovery rate with 1% cushion at the 'AAA'
level (34.78%) and the target weighted-average recovery rates for
all other rating levels calculated in line with our CLO criteria
for all classes of notes. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.
"Until the end of the reinvestment period on July 15, 2030, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain--as established
by the initial cash flows for each rating--and compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.
"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned ratings.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"CIC Private Debt SAS manages the transaction, and the maximum
potential rating on the liabilities is 'AAA' under our operational
risk criteria.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the assigned ratings are
commensurate with the available credit enhancement for the class
A-R and A notes. Our credit and cash flow analysis indicates that
the available credit enhancement for the class B to E notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from closing--during which the transaction's credit risk
profile could deteriorate--we have capped our ratings on the
notes.
"For the class F notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes."
The ratings uplift for the class F notes reflects several key
factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- The portfolio's average credit quality, which is similar to
other recent CLOs.
-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.27% (for a portfolio with a weighted-average
life of 5.14 years), versus if S&P has to consider a long-term
sustainable default rate of 3.2% for five 5.14, which would result
in a target default rate of 16.45%.
-- S&P does not believe that there is a one-in-two chance of this
note defaulting.
-- S&P does not envision this tranche defaulting in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.
"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-R to E notes based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."
Victory Street CLO II DAC is a European cash flow CLO
securitization of a revolving pool, comprising mainly
euro-denominated leveraged loans and bonds. The transaction is a
broadly syndicated CLO managed by CIC Private Debt SAS.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-R AAA (sf) 60.00 38.00 Three/six-month EURIBOR
plus 1.31%
A AAA (sf) 157.00 38.00 Three/six-month EURIBOR
plus 1.31%
B AA (sf) 38.50 27.00 Three/six-month EURIBOR
plus 1.95%
C A (sf) 21.00 21.00 Three/six-month EURIBOR
plus 2.10%
D BBB- (sf) 24.50 14.00 Three/six-month EURIBOR
plus 3.10%
E BB- (sf) 15.80 9.49 Three/six-month EURIBOR
plus 5.50%
F B- (sf) 10.50 6.49 Three/six-month EURIBOR
plus 8.59%
Sub notes NR 27.70 N/A N/A
*The ratings assigned to the class A-R, A, and B notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C, D, E, and F notes address ultimate
interest and principal payments. The payment frequency switches to
semiannual and the index switches to six-month EURIBOR when a
frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
=========
I T A L Y
=========
A-BEST 25: DBRS Confirms 'CCC' Rating on Class M Notes
------------------------------------------------------
DBRS Ratings GmbH confirmed the following credit ratings on the
notes issued by Asset-Backed European Securitization Transaction
Twenty-Five S.r.l. (the Issuer):
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BBB (low) (sf)
-- Class M Notes at CCC (sf)
The credit rating on the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the final maturity date in November 2039. The credit ratings on the
Class B, Class C, Class D, Class E, and Class M Notes address the
ultimate payment of scheduled interest (timely when they are the
most senior class of notes outstanding) and the ultimate repayment
of principal by the final maturity date.
CREDIT RATING RATIONALE
The credit rating confirmations follow an annual review of the
transaction and are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults and
losses, as of the November 2025 payment date;
-- Updated probability of default (PD), loss given default (LGD),
and expected loss assumptions for the remaining collateral pool,
considering the updated quarterly vintage performance data
received; and
-- Current available credit enhancement (CE) to the notes to cover
the expected losses at their respective credit rating levels.
The Issuer represents the issuance of notes backed by a pool of
auto loan receivables related to standard, amortizing auto loan
contracts granted to private consumers and legal persons residing
or incorporated in the Republic of Italy for the purchase of new
and used passenger cars, granted by CA Auto Bank S.p.A. (CAAB; the
Seller or the Servicer). CAAB is also servicing the transaction
receivables.
The transaction featured an initial sequential amortization period
ending prior to the June 2025 payment date. From the June 2025
payment date onwards, available funds are allocated on a pro-rata
basis and will revert to sequential amortization only if a
sequential redemption event has occurred. The pro rata allocation
considers the notes' relative principal amounts outstanding and the
performing collateral portfolio. Once the sequential redemption
event is triggered, the principal repayment of the notes will
become sequential and is nonreversible. As of the November 2025
payment date, no sequential redemption event had occurred.
PORTFOLIO PERFORMANCE
As of the November 2025 payment date, loans that were
two-to-three-month delinquent represented 0.1% of the outstanding
portfolio balance. Loans more than three-months delinquent amounted
to 0.7%. Gross cumulative defaults represented 0.6% of the original
portfolio balance.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables. Based on the current portfolio composition,
Morningstar DBRS maintained its base case PD assumption at the B
(sf) credit rating level at 4.4% and updated its base case recovery
rate assumption to 36.0%.
CREDIT ENHANCEMENT
The CE to the notes consists of the subordination of the junior
notes. As of the November 2025 payment date, the credit enhancement
to the Class A, Class B, Class C, Class D and Class E Notes
increased to 18.6%, 10.5%, 7.4%, 4.6% and 1.5%, respectively, up
from 15.7%, 10.5%, 7.4%, 4.6% and 1.3% at closing. The slight
increase in the CE is driven by the initial period of sequential
amortization, the CE is expected to remain constant going forward
unless a sequential redemption event occurs.
The transaction benefits from a non-amortizing cash reserve. The
cash reserve covers senior fees, swap payments and interest on the
rated notes and is currently at its target of EUR 4.6 million.
The Bank of New York Mellon SA/NV, Milan Branch (BNYM Milan) acts
as the account bank for the transaction. Based on Morningstar DBRS'
Long-Term Senior Debt credit rating of AA (high) on the account
bank, the downgrade provisions outlined in the transaction
documents, and the structural mitigants inherent in the transaction
structure, Morningstar DBRS considers the risk arising from the
exposure to the account bank to be consistent with the credit
ratings assigned to the rated notes, as described in Morningstar
DBRS' " Legal and Derivative Criteria for European and Asia-Pacific
Structured Finance Transactions" methodology.
CAAB is the swap counterparty for the transaction. Morningstar
DBRS' private credit rating on CAAB is consistent with the First
Rating Threshold as described in Morningstar DBRS' " Legal and
Derivative Criteria for European and Asia-Pacific Structured
Finance Transactions" methodology. Crédit Agricole Corporate &
Investment Bank (CACIB) has been appointed as standby swap
counterparty for the transaction. Morningstar DBRS privately rates
CACIB. Following a CAAB swap default, CACIB will replace CAAB as
the swap counterparty without delay and the existing swap
transaction with CAAB will terminate. In exchange, CACIB will
receive an intermediation fee. The standby hedging documents
contain downgrade provisions consistent with Morningstar DBRS'
criteria.
Notes: All figures are in euros unless otherwise noted.
===================
L U X E M B O U R G
===================
ADECOAGRO SA: Moody's Puts 'Ba2' CFR Under Review for Downgrade
---------------------------------------------------------------
Moody's Ratings says that the Ba2 corporate family rating and
senior unsecured ratings of Adecoagro S.A. (Adecoagro), currently
under review for downgrade, could experience a multi-notch
downgrade once the acquisition of Profertil is completed. The
acquisition will increase Adecoagro's EBITDA generated in Argentina
(Government of Argentina, Caa1 stable) to 50%-55%. With Profertil's
assets based in Argentina, despite the larger scale and
diversification, the acquisition will make Adecoagro subject to the
creditworthiness of the country and its foreign currency country
ceiling of B2, and thus Adecoagro's ratings would need to reflect
the risk that they share with the sovereign. The review process
will be concluded once the deal is executed.
Adecoagro's ratings were placed on review for downgrade on
September 17th when the company announced that, together with
Asociacion de Cooperativas Argentinas (ACA), it would acquire a 50%
share of Profertil (40% Adecoagro and 10% ACA) from Nutrien Ltd.
(Nutrien, Baa2 stable). Since then Adecoagro announced it entered a
deal to also buy the remaining stake in Profertil from YPF Sociedad
Anonima (B2 stable). By December 15th Adecoagro had already
acquired a 50% ownership stake which belonged to Nutrien, and
announced that YPF's board had approved the sale of their stake in
Profertil. Once the deal is confirmed Adecoagro will hold 90% of
Profertil and ACA the remaining 10%.
The deal will be funded with up to $600 million in debt , $300
million in equity, and cash for a total acquisition value of $1.1
billion. Even with the addition of new debt to fund the deal, when
considering a full year of EBITDA from Profertil, gross leverage
for Adecoagro should improve by the end of 2026 to 2.7x, compared
to 3.9x in the last twelve months September 2025. But, in the
meantime, after raising the new debt Moody's will observe a peak in
leverage by Q4 2025 and Q1 2026, also influenced by weaker EBITDA
year-over-year on Adecoagro's current portfolio, including
sugar-ethanol in Brazil and the farming business in Argentina.
Profertil has a dominant position providing 60% of the granular
urea needs of the Argentinean market with a production capacity of
1.3 tons of granular urea per year and 790 thousand tons of
ammonia. The production is in a single plant in the petrochemical
region of Bahia Blanca, located in a port region and it has
competitive access to productive inputs such as natural gas, which
it buys mainly from YPF, and electricity.
The acquisition of Profertil will increase business diversification
with exposure to the fertilizer segment adding to the current
portfolio of farming in Argentina (crops, rice, dairy) and
sugar-ethanol in Brazil. Moody's believes Adecoagro revenues will
increase to over $2 billion in 2026 from $1.4 billion in the last
twelve months ended September 2025, and EBITDA to $681 million from
$391 million in the same period.
Adecoagro S.A., the group's ultimate parent company, is
headquartered in Luxembourg. The Adecoagro group is primarily
engaged in agricultural and agro-industrial activities through its
operating subsidiaries in Brazil, Argentina and Uruguay. Adecoagro
produces and commercializes sugar, ethanol and energy; and farming
products such as soy, corn, wheat, rice, dairy and others.
=====================
N E T H E R L A N D S
=====================
FAIRBRIDGE 2025-1: DBRS Finalizes B Rating on Class E Notes
-----------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
residential mortgage-backed notes issued by Fairbridge 2025-1 B.V.
(the Issuer) as follows:
-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (low) (sf)
-- Class E Notes at B (sf)
-- Class X1 Notes at BB (high) (sf)
The finalized credit rating on the Class X1 Notes is higher than
the provisional credit rating Morningstar DBRS assigned because of
the higher excess spread available following the increase in the
Class A liquidity reserve funding at closing.
The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal. The credit
ratings on the Class B Notes addresses the timely payment of
interest once they are the most-senior class and the ultimate
repayment of principal on or before the final maturity date. The
credit ratings on the Class C, Class D, Class E, and Class X1 Notes
(together with the Class A and Class B Notes, the Rated Notes)
address the ultimate payment of interest and the ultimate repayment
of principal on or before the final maturity date. Morningstar DBRS
does not rate the Class X2, Class Z, and Class R Notes (together
with the Rated Notes, the Notes) also issued in the transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the Netherlands. The Issuer will use the Notes to
fund the purchase of mortgage receivables secured against
buy-to-let residential properties in the Netherlands and a small
portion of bridging loans. The mortgage loans were originated by
Mogelijk Hypotheken B.V. (Mogelijk), Hyra Real Estate Investments
B.V. (Hyra), and Pontifex Bridge Financing B.V. (DCMF)
(collectively, the Originators or the Servicers) and were acquired
by Spinnaker Assets 1 SARL (the Seller) before selling them to the
Issuer.
The transaction features a dedicated liquidity reserve fund that
addresses shortfalls in the payment of senior expenses and interest
on the Class A Notes, after the application of revenue collections.
The transaction also features a Class B liquidity reserve fund to
address shortfalls in the payment of interest on the Class B Notes,
after the application of revenue funds. In addition, principal
borrowing is also envisaged, after the application of revenue funds
and the liquidity reserves.
The Notes will start with a pro rata amortization and switch to a
sequential amortization subject to a trigger event. Such an event
may occur if either: i) the Class E PDL has a positive balance
following application of the relevant waterfall, or; ii) if the
Class A liquidity reserve cannot be topped up to its required
amount, or; (iii) if the portion of loans more than 90 days in
arrears of the outstanding portfolio principal amount (including
prefunding) as of the cut-off date breaches the 3% threshold, or;
iv) following the interest payment date (IPD) in November 2026.
As of September 2025, the portfolio consisted of 806 loans granted
to 565 borrowers. These loans are secured by 736 properties, with
an aggregate outstanding principal balance of EUR 268 million.
Furthermore, the portfolio largely consists of fixed-rate loans
that shall reset to a floating coupon, typically within five years
after origination. Shortly before the reset, the Originators shall
offer a new fixed-rate loan to the client. If the client accepts
it, this would be recognized as a product switch as per the
transaction documents and therefore be limited to 15% of the
portfolio's outstanding balance. Product switches will also be
guided by specific product switch conditions. Given the interest
rate mismatch, the transaction also features an interest rate swap
agreement.
A prefunding period up to December 31, 2025 is also envisaged in
the transaction up to an amount of EUR 13,120,600 that will be
allocated to a dedicated prefunding principal reserve. This implies
that the portfolio as of the first IPD may include additional
mortgage receivables originated by Mogelijk when compared with the
portfolio at closing. The selection of these additional exposures
shall be limited by prefunding eligibility criteria. In case there
are any remaining amounts in the dedicated reserve after the
aforementioned date, these shall be allocated pro rata to amortize
the Notes.
Following the first optional redemption date on the IPD in November
2029, the margin payable on the Rated Notes (except for the Class
X1 Notes) increases.
U.S. Bank Europe DAC acts as the issuer account bank in this
transaction, while ABN AMRO Bank N.V. will be the collection
foundation account provider. Natixis S.A. shall act as the swap
counterparty (Natixis). These counterparties are subject to
downgrade credit rating triggers as well as remedial periods and
actions, which are in compliance with the Morningstar DBRS'
criteria.
Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:
-- The transaction capital structure and form and sufficiency of
available credit enhancement.
-- The credit quality of the mortgage portfolio and the servicers'
ability to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine and analyzed the mortgage
portfolio in accordance with its European RMBS Insight
Methodology.
-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the notes according to the terms of the
transaction documents. Morningstar DBRS analyzed the transaction
cash flows using the PD and LGD outputs provided by its European
RMBS Insight Model. Morningstar DBRS analyzed transaction cash
flows using Intex DealMaker.
-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk and the replacement language
in the transaction documents.
-- Morningstar DBRS' sovereign credit rating on the Kingdom of the
Netherlands of AAA with a Stable trend as of the date of this press
release; and
-- The consistency of the transaction's legal structure with the
Morningstar DBRS' Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions methodology and the
presence of legal opinions that are expected to address the
assignment of the assets to the Issuer.
Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the related class balances and interest
amounts.
Notes: All figures are in euros unless otherwise noted.
=========
S P A I N
=========
CAIXABANK CONSUMO 7: Moody's Gives Ba1 Rating to EUR60.6MM D Notes
------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
CAIXABANK CONSUMO 7, FONDO DE TITULIZACION (the "Issuer"):
EUR1716.8M Class A Floating Rate Asset Backed Notes due April
2038, Definitive Rating Assigned Aaa (sf)
EUR100.9M Class B Floating Rate Asset Backed Notes due April 2038,
Definitive Rating Assigned A1 (sf)
EUR80.7M Class C Floating Rate Asset Backed Notes due April 2038,
Definitive Rating Assigned Baa2 (sf)
EUR60.6M Class D Floating Rate Asset Backed Notes due April 2038,
Definitive Rating Assigned Ba1 (sf)
EUR60.6M Class E Floating Rate Asset Backed Notes due April 2038,
Definitive Rating Assigned B3 (sf)
EUR20.2M Class R Floating Rate Notes due April 2038, Definitive
Rating Assigned A2 (sf)
RATINGS RATIONALE
The Notes are backed by a 13-month revolving pool of Spanish
unsecured consumer loans originated by CaixaBank, S.A. (A2 Senior
Unsecured, A2(cr)/P-1(cr), A1 LT Bank Deposits). CaixaBank, S.A.
also acts as asset servicer, swap counterparty, collection account
bank and paying agent of the transaction.
The portfolio of underlying assets consists of unsecured consumer
loans originated in Spain, with fixed rates and a total outstanding
balance of approximately EUR2,599.9 million. As of September 08,
2025, the pool cut had 290,988 loans with a weighted average
seasoning of 12.5 months. All the loans in the pool have been
granted to individuals residing in Spain, they are amortizing loans
and are paid through direct debit. Loans are used for the purpose
of home improvements (24.2%), vehicle acquisition (21.4%) and other
undefined or general purposes. There are no loans in arrears in the
provisional pool. The final portfolio will be selected at random
from the provisional portfolio to match the final A-E Notes
issuance amount of 2,019.6M.
The transaction benefits from several credit strengths, such as the
quality of the portfolio, which is highly granular and does not
include loans in arrears. Additional strengths include eligibility
criteria during the revolving period that ensure a weighted average
minimum seasoning of one year, an amortizing cash reserve, and the
financial strength and securitization experience of the
originator.
Moody's notes that the transaction features some credit weaknesses,
such as (i) the 48.9% exposure of the portfolio to pre-approved
loans, where borrowers are offered unsecured consumer loans up to a
maximum amount without initiating an application process
themselves. Additionally, (ii) there is a 13-month revolving period
during which additional receivables may be sold to the issuer,
potentially increasing the performance volatility of the overall
transaction, (iii) a structure which allows for periods of pro rata
payments under certain scenarios, and (iv) a high degree of linkage
to CaixaBank, S.A. However, various mitigants have been put in
place in the transaction structure such as early amortisation
triggers and eligibility and replenishment criteria ensuring a
minimum weighted average portfolio yield and minimum weighted
seasoning, and performance triggers which will switch the
amortisation to sequential if certain conditions are met.
Commingling risk is partly mitigated by the daily transfer of
collections to the issuer account and the current rating of
CaixaBank, S.A.
Hedging: all the loans are fixed-rate loans, whereas the Notes are
floating-rate liabilities. As a result, the issuer is subjected to
a fixed-floating interest-rate mismatch. To mitigate the
fixed-floating rate mismatch, the issuer has entered into a swap
agreement with CaixaBank, S.A. Under the swap agreement, (i) the
issuer pays a fixed rate of 2.152%, (ii) the swap counterparty pays
3m Euribor of the Notes, (iii) the notional as of any date will be
the principal amount outstanding of the non-defaulted receivables.
Moody's assessed the exposure to Caixabank, S.A. acting as swap
counterparty. Moody's analysis considered the risks of additional
losses on the notes if they were to become unhedged following a
swap counterparty default by using the CR assessment as a reference
point for swap counterparties. Moody's concluded that the rating of
the Class R notes is constrained by the swap agreement entered
between the issuer and Caixabank, S.A.
Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility and replenishment criteria, (ii) historical performance
provided on CaixaBank, S.A.'s total book and past consumer loan ABS
transactions, (iii) the credit enhancement provided by
subordination, excess spread and the reserve fund, (iv) the
revolving nature of the portfolio, (v) the liquidity support
available in the transaction by way of principal to pay interest,
and (vi) the overall legal and structural integrity of the
transaction.
MAIN MODEL ASSUMPTIONS
Moody's determined a portfolio lifetime expected mean default rate
of 4.5%, expected recoveries of 15.0% and a portfolio credit
enhancement ("PCE") of 16% for the current portfolio of the issuer.
The expected defaults and recoveries capture Moody's expectations
of performance considering the current economic outlook, while the
PCE captures the loss Moody's expects the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and PCE
are parameters used by us to calibrate Moody's lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in its ABSROM cash flow model to
rate Consumer ABS transactions.
The portfolio expected mean default rate of 4.5% is slightly lower
than other Spanish consumer loan peers and is based on Moody's
assessments of the lifetime expectation for the pool, taking into
account: (i) the historical performance of the loan book of the
originator, (ii) the historical performance of prior transactions
of the same originator, (iii) the potential pool deterioration
during the revolving period, in particular in terms of the exposure
to certain riskier products such as pre-approved loans, (iv)
benchmark transactions, and (v) other qualitative considerations
like the 1 year seasoning of the portfolio at closing and the
eligibility criteria ensuring a weighted average minimum seasoning
of 1 year during the revolving period.
Portfolio expected recoveries of 15.0% are in line with other
Spanish consumer loans peers and are based on (i) the historical
recovery vintages received from the originator, (ii) the historical
performance of prior transactions of the same originator, (iii)
benchmark transactions, and (iv) other qualitative considerations.
The PCE of 16% is lower than other Spanish consumer loans peers.
The PCE has been defined following an analysis of data variability,
as well as by benchmarking this portfolio with past and similar
transactions. Factors that affect the potential variability of a
pool's credit losses are (i) historical data variability, (ii)
quantity, quality and relevance of the historical performance data,
(iii) originator quality, (iv) servicer quality, (v) certain pool
characteristics, and (vi) certain structural features, such as the
revolving period.
METHODOLOGY
The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in July
2024.
FACTORS THAT WOULD LEAD TO AN UPRADE OR DOWNGRADE OF THE RATINGS:
Factors that would lead to an upgrade of the ratings include
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes.
Factors or circumstances that could lead to a downgrade of the
ratings would be worse than expected performance of the underlying
collateral, deterioration in the credit quality of CaixaBank, S.A.,
or an increase in Spain's sovereign risk.
IM CAJAMAR 4: Moody's Affirms Ca Rating on EUR12MM Class E Notes
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of four Notes in IM
CAJAMAR 4, FTA. The rating upgrades reflect the decreased country
risk for the Class A Notes and for the other affected Notes the
decreased country risk, increased levels of credit enhancement and
better-than-expected collateral performance. For the Classes B and
C notes, the rating action also reflects the upgrade of the swap
counterparty and the correction of a prior error in the analysis of
the swap counterparty risk.
The rating action concludes Moody's reviews of four 4 Notes placed
on review for upgrade on October 06, 2025
(https://urlcurt.com/u?l=hyoZeM) following the increase of the
Government of Spain's ("Spain") local-currency bond country ceiling
to Aaa from Aa1 on September 26, 2025.
Spain's country ceiling, and therefore the maximum rating that
Moody's can assign to a domestic Spanish issuer under Moody's
methodologies, including structured finance transactions backed by
Spanish receivables, is Aaa (sf).
EUR961.5M Class A Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade
EUR25M Class B Notes, Upgraded to Aa1 (sf); previously on Oct 6,
2025 A2 (sf) Placed On Review for Upgrade
EUR5M Class C Notes, Upgraded to Aa3 (sf); previously on Oct 6,
2025 Baa2 (sf) Placed On Review for Upgrade
EUR8.5M Class D Notes, Upgraded to Aa3 (sf); previously on Oct 6,
2025 Baa3 (sf) Placed On Review for Upgrade
EUR12M Class E Notes, Affirmed Ca (sf); previously on Oct 6, 2025
Affirmed Ca (sf)
RATINGS RATIONALE
The rating upgrades reflect the decrease in country risk and the
related increase in the Spanish local-currency country ceiling to
Aaa from Aa1 for the Class A Notes. For the rest of notes, rating
upgrades also reflect the increased levels of credit enhancement
and the better-than-expected collateral performance.
For the Classes B and C notes, the rating action also reflects the
upgrade of the swap counterparty and the correction of a prior
error in the analysis of the swap counterparty risk.
Moody's affirmed the rating of the Class E Notes, which have an
expected loss consistent with their current rating.
Decreased Country Risk
The rating action follows Moody's increase of Spain's
local-currency bond country ceiling to Aaa from Aa1 on September
26, 2025. This local-currency bond ceiling increase followed the
upgrade of the Government of Spain's issuer and bond ratings to A3
with a stable outlook from Baa1 and a positive outlook.
Spain's country ceiling, and therefore the maximum rating that
Moody's can assign to a domestic Spanish issuer under Moody's
methodologies, including structured finance transactions backed by
Spanish receivables, is Aaa (sf). The decrease in sovereign risk is
reflected in Moody's quantitative analysis for the affected
tranches. By increasing the maximum achievable rating for a given
portfolio loss, the methodology alters the loss distribution curve
and implies a lower probability of high loss scenarios, which has a
positive impact on all notes, including mezzanine and junior
notes.
Increase in Available Credit Enhancement
The non-amortizing reserve fund led to the increase in the credit
enhancement available for the respective notes.
The credit enhancement of the Classes B, C and D Notes increased to
8.45%, 7.45% and 5.75% from 7.98%, 6.98% and 5.28% respectively
since the last rating action in May 2025.
Revision of Key Collateral Assumptions
As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolio reflecting the collateral
performance to date.
The transaction continues to demonstrate strong performance, with
low arrears and no material additional defaults since the most
recent rating actions. The remaining loans in the pool have shown
resilience since 2022 despite elevated interest rates and
affordability pressure due to high inflation.
Furthermore, the securitized portfolio is highly granular, with no
significant concentrations and very low weighted-average indexed
loan-to-value (LTV) ratios. Spain's robust labor market recovery,
coupled with real wage growth and rising house prices, is expected
to underpin stable performance for the seasoned collateral backing
these transactions.
The arrears over 90 days decreased to 0.08% from 0.35% and
cumulative defaults remain largely unchanged at 4.11% since the
rating action in May 2025.
Moody's decreased the expected loss assumption for the portfolio to
0.68% from 1.65% as a percentage of current pool balance. The
corresponding expected loss assumption as a percentage of original
pool balance decreased to 1.33% from 1.45%.
Moody's reassessed loan-by-loan information to estimate the loss
Moody's expect the portfolio to incur in a severe economic stress.
As a result, Moody's have maintained the MILAN Stressed Loss
assumption at 5.90%.
Counterparty Exposure
The rating actions took into consideration the Notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.
Moody's assessed the exposure to Banco Bilbao Vizcaya Argentaria,
S.A. (BBVA) acting as swap counterparty. Moody's analysis
considered the risks of additional losses on the notes if they were
to become unhedged following a swap counterparty default by using
the CR assessment as reference point for swap counterparties.
Moody's concluded that the rating of the Class C notes is
constrained by the swap agreement entered between the issuer and
the swap counterparty.
The rating action on the Classes B and C Notes also reflects the
positive impact of the correction of a prior error. In the previous
rating action, Moody's incorrectly assumed that the swap was not
consistent with Moody's swap framework, therefore overstating the
probability of the transaction becoming unhedged. This led us to
cap the ratings of the Classes B and C notes at A2 (sf) and Baa2
(sf) respectively due to swap counterparty exposure.
The rating action considers the combined positive effect on the
probability of the transaction becoming unhedged of the correction
of the error and the upgrade of BBVA (A2(cr) / P-1(cr)) acting as
the swap counterparty of the transaction.
The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.
The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage. Please see Residential Mortgage-Backed Securitizations
methodology for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.
Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.
RONDA RMBS 2025: S&P Assigns B (sf) Rating to Class F-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Ronda RMBS 2025 DAC's
class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At
closing, the issuer also issued unrated class X, G, RFN notes, and
VRR Loan.
S&P said, "Ronda RMBS 2025 DAC, the issuer of the RMBS notes, is an
Irish SPV, which we consider to be bankruptcy remote. The issuer
purchased the FT bonds issued by FT Jerez, a Spanish SPV, which we
also consider to be bankruptcy remote. The FT bond is backed by
mortgage certificates pledged in favor of the RMBS noteholders. The
transaction comprises a dual-special purpose vehicle (SPV)
structure.
"Our ratings address the timely payment of interest and the
ultimate payment of principal on the class A notes. Our ratings on
the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes address
the ultimate payment of interest and principal on these notes, and
timely payment of interest when they become the most senior class
of notes outstanding." Unpaid interest will not accrue additional
interest and will be due at the notes' legal final maturity.
Credit enhancement for the rated notes comprises mainly
subordination. A fully funded liquidity reserve fund is available
from closing to meet revenue shortfalls on the class A and B-Dfrd
notes when they become the most senior class outstanding.
The pool of EUR422.7 million was originated by various banks and
saving banks in Spain, which have now been consolidated into Banco
Santander S.A. (Banco Santander). The assets are first-ranking
reperforming mortgages secured primarily on residential
properties.
63% of the borrowers have had their loans restructured in the past.
In a stressed economic environment, there is increased probability
of these borrowers going back into arrears.
Within the pool, more than 32% of the loans are at least one month
in arrears, with 17.5% of these borrowers being more than three
months in arrears. S&P views these borrowers as having a higher
risk of default.
The primary servicer, Banco Santander is an experienced servicer
with well-established servicing systems and policies. Additionally,
given the material percentage of assets (32.10%) that are currently
in arrears, Pepper Spanish Servicing, S.L.U (Pepper) acts as
special servicer on these assets and master servicer of the overall
portfolio
S&P said, "We received legal opinions that provides comfort that
the sale of the mortgage certificates would survive the seller's
insolvency. We also received tax opinions that set out the issuer's
tax liabilities under the current tax legislation, particularly
with regards to withholding tax under the FT bond. The Spanish FT
is subject to value-added tax from services provided to it (i.e.
servicing fees). We have incorporated these potential taxes that
would reduce the issuer's available funds."
Compared to other transactions, FT Jerez was not duly registered at
closing. S&P said, "Our final ratings were contingent upon the
successful registration of the Spanish securitization fund (Fondo
de Titulización, FT) with the Comisión Nacional del Mercado de
Valores (CNMV). This is because until the duly registration with
the CNMV, the FT was not able to receive payments due under the
mortgage certificates or pay coupon payments due on the FT bonds.
We have now assigned final ratings as the registration was
finalized, and as a result, the FT is now authorized to accept and
execute payments."
Ronda RMBS 2025 DAC is a static reperforming RMBS transaction that
securitizes a portfolio of reperforming mortgage loans, secured on
properties in Spain
Ratings
Class Rating* Amount (EUR) Coupon (%)
A AAA (sf) 263,018,000 Three-month EURIBOR + 0.80
B-Dfrd* AA (sf) 20,077,000 Three-month EURIBOR + 1.50
C-Dfrd* A (sf) 18,069,000 Three-month EURIBOR + 2.00
D-Dfrd* BBB (sf) 12,046,000 Three-month EURIBOR + 2.50
E-Dfrd* BB (sf) 13,050,000 Three-month EURIBOR + 3.00
F-Dfrd* B (sf) 6,023,000 Three-month EURIBOR + 3.50
G NR 69,268,000 8.00
RFN NR 7,891,000 N/A
VRR Loan NR 21,555,000 N/A
X NR 100,000 0.08
*S&P said, "Our ratings address timely payment of interest and
ultimate repayment of principal for the class A notes, and the
ultimate payment of interest and principal on the other rated
notes. Our ratings also address the timely payment of interest on
the rated notes when they become most senior outstanding." Any
deferred interest is due at maturity. †The structure includes an
X note that is pari passu with the class A interest payment. The
fixed rate is calculated on the asset balance.
NR--Not rated.
N/A--Not applicable.
TDA 29 FTA: Moody's Affirms 'C' Rating on EUR4.9M Class D Notes
---------------------------------------------------------------
Moody's Ratings has upgraded the ratings of fourteen notes in TDA
29, FTA (TDA 29), TDA 30, FTA (TDA 30), TDA TARRAGONA 1, FTA (TDA
TARRAGONA) and TDA 22 MIXTO, FTA (TDA 22), four Spanish RMBS
transactions. The rating upgrades reflect the decreased country
risk for the Notes previously rated Aa1 (sf) and for the other
affected Notes the decreased country risk, increased levels of
credit enhancement and better-than-expected collateral
performance.
The rating action concludes Moody's reviews of sixteen notes placed
on review for upgrade on October 06, 2025
(https://urlcurt.com/u?l=Wcvdbs) following the increase of the
Government of Spain's ("Spain") local-currency bond country ceiling
to Aaa from Aa1 on September 26, 2025.
Spain's country ceiling, and therefore the maximum rating that
Moody's can assign to a domestic Spanish issuer under Moody's
methodologies, including structured finance transactions backed by
Spanish receivables, is Aaa (sf).
Moody's confirmed or affirmed the ratings of the Notes with an
expected loss consistent with their current rating.
Issuer: TDA 22 MIXTO, FTA
EUR57.2M Class A1b Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade
EUR4.6M Class B1 Notes, Upgraded to A1 (sf); previously on Oct 6,
2025 Baa1 (sf) Placed On Review for Upgrade
EUR14.6M Class B2 Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade
EUR3.7M Class C1 Notes, Confirmed at Caa3 (sf); previously on Oct
6, 2025 Caa3 (sf) Placed On Review for Upgrade
EUR6M Class C2 Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade
EUR2.7M Class D1 Notes, Affirmed Ca (sf); previously on Oct 6,
2025 Affirmed Ca (sf)
EUR5.7M Class D2 Notes, Upgraded to A2 (sf); previously on Oct 6,
2025 Ba2 (sf) Placed On Review for Upgrade
Issuer: TDA 29, FTA
EUR435M Class A2 Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade
EUR17.4M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade
EUR9.3M Class C Notes, Upgraded to Aa1 (sf); previously on Oct 6,
2025 A1 (sf) Placed On Review for Upgrade
EUR4.9M Class D Notes, Affirmed C (sf); previously on Oct 6, 2025
Affirmed C (sf)
Issuer: TDA 30, FTA
EUR364.2M Class A Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade
EUR8.8M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 A1 (sf) Placed On Review for Upgrade
EUR7M Class C Notes, Upgraded to Aa3 (sf); previously on Oct 6,
2025 Baa3 (sf) Placed On Review for Upgrade
EUR8.2M Class D Notes, Affirmed Ca (sf); previously on Oct 6, 2025
Affirmed Ca (sf)
Issuer: TDA TARRAGONA 1, FTA
EUR359.7M Class A Notes, Upgraded to Aaa (sf); previously on Oct
6, 2025 Aa1 (sf) Placed On Review for Upgrade
EUR11.1M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade
EUR11.9M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6,
2025 Aa1 (sf) Placed On Review for Upgrade
EUR14.7M Class D Notes, Confirmed at Caa3 (sf); previously on Oct
6, 2025 Caa3 (sf) Placed On Review for Upgrade
RATINGS RATIONALE
The rating upgrades reflect the decrease in country risk and the
related increase in the Spanish local-currency country ceiling to
Aaa from Aa1 for the affected notes previously rated Aa1 (sf) in
all four transactions. For the other notes, the rating upgrades
reflect the decreased country risk, increased levels of credit
enhancement and decreased key collateral assumptions, namely the
portfolio Expected Loss (Portfolio EL) and for Pool B of TDA 22 and
TDA 30 also the MILAN Stress Loss assumptions due to
better-than-expected collateral performance.
Moody's confirmed or affirmed the ratings of the Notes with an
expected loss consistent with their current rating.
Decreased Country Risk
The upgrades follow Moody's increase of Spain's local-currency bond
country ceiling to Aaa from Aa1 on September 26, 2025. This
local-currency bond ceiling increase followed the upgrade of the
Government of Spain's issuer and bond ratings to A3 with a stable
outlook from Baa1 and a positive outlook.
Spain's country ceiling, and therefore the maximum rating that
Moody's can assign to a domestic Spanish issuer under Moody's
methodologies, including structured finance transactions backed by
Spanish receivables, is Aaa (sf). The decrease in sovereign risk is
reflected in Moody's quantitative analysis for the affected
tranches. By increasing the maximum achievable rating for a given
portfolio loss, the methodology alters the loss distribution curve
and implies a lower probability of high loss scenarios, which has a
positive impact on all notes, including mezzanine and junior
notes.
Revision of Key Collateral Assumptions
As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolios reflecting the collateral
performance to date.
The transactions continue to demonstrate strong performance, weaker
in the case of Pool A in TDA 22, with low arrears and no material
additional defaults since the most recent rating actions. The
remaining loans in the pools have shown resilience since 2022
despite elevated interest rates and affordability pressure due to
high inflation.
Furthermore, the securitized portfolios backing TDA 29, TDA 30 and
TDA TARRAGONA are highly granular, with no significant
concentrations and very low weighted-average indexed loan-to-value
(LTV) ratios. Sub-pools in TDA 22 show slightly more borrower
concentration compared with the rest but top 20 exposures still
represent less than 15%. Spain's robust labor market recovery,
coupled with real wage growth and rising house prices, is expected
to underpin stable performance for the seasoned collateral backing
these transactions.
The performance of the transactions has continued to improve. 90
days plus arrears currently stand at 0.54%, 0.24%, 0.00%, 0.79% and
0.68% of current pool balance for TDA 29, TDA 30, TDA TARRAGONA,
TDA 22 Group 1 ("Pool A") and TDA 22 Group 2 ("Pool B"),
respectively, hence at stable and historically low levels over the
past years with some slight increase observed for TDA 22 albeit at
low levels. Cumulative defaults as a percentage of original pool
balance remained largely stable at 5.16%, 4.39%, 14.12%, 4.75% and
5.20% compared to 5.15%, 4.32%, 14.10%, 4.73% and 5.20% one year
ago for TDA 29, TDA 30, TDA TARRAGONA, TDA 22 Pool A and TDA 22
Pool B, respectively.
Moody's decreased the expected loss assumption as a percentage of
current pool balance to 0.97%, 1.41%, 1.09%, 3.76% and 3.25% due to
the better than expected performance. These expected loss
assumptions correspond to 1.70%, 1.80%, 5.09%, 2.67% and 3.05% as a
percentage of original pool balance down from 1.78%, 1.97%, 5.20%,
2.70% and 3.21% for TDA 29, TDA 30, TDA TARRAGONA, TDA 22 Pool A
and TDA 22 Pool B, respectively.
Moody's reassessed loan-by-loan information to estimate the loss
Moody's expects the portfolio to incur in a severe economic stress.
As a result, Moody's have maintained the MILAN Stressed Loss
assumption at 5.30%, 7.30% and 11.1% for TDA 29, TDA TARRAGONA and
TDA 22 Pool A, respectively, and decreased the assumption to 6.5%
from 7.5% for TDA 30 and from 11.3% to 10.0% in TDA 22 Pool B.
Increase in Available Credit Enhancement
Other than for TDA 22 Pool A (or Group 1), reserve funds at floor
(or marginally below floor in TDA 30 in the last interest payment
date) have led to an increase in the credit enhancement available
in these transactions, despite the pro-rata amortization of the
notes (other than for TDA 22 Pool A (or Group 1) and Pool B (or
Group 2) and TDA TARRAGONA).
The pro-rata amortization of the notes' principal is subject to
curable performance triggers such as 90 days plus arrears being
below a certain threshold for each tranche and the reserve fund
being at the target level. Furthermore, once the pool factor falls
below 10%, sequential amortization will be incurably triggered,
increasing the pace of credit enhancement build-up. The pool factor
currently stands at 12.07% and 18.18% for TDA 29 and TDA 30,
respectively, while the 10% threshold has been already breached at
9.95%, 3.02% and 7.75% for TDA TARRAGONA, TDA 22 Pool A and TDA 22
Pool B, respectively. TDA TARRAGONA just breached this threshold in
the last payment date.
For instance, the credit enhancement for the Class C Notes in TDA
29 and TDA 30, increased to 5.01% and 5.93% from 4.33% and 5.10%
one year ago. The credit enhancement for the Class D2 notes in TDA
22 increased to 15.22% from 12.53%.
The reserve fund for TDA 22 Group 1 is fully drawn and notes are
amortising sequentially. Unpaid balance of the principal deficiency
ledger has not materially changed in the last year. The credit
enhancement of the Class B1 notes increased to 15.96% from 12.40%
since one year ago.
Counterparty Exposure
The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicers, account banks or swap
providers.
Moody's analysis considered the risks of additional losses on the
notes if they were to become unhedged following a swap counterparty
default by using the CR assessment as reference point for swap
counterparties. Moody's concluded that the rating of the Class C
Notes in TDA 29 is constrained by the swap agreement entered
between the issuer and HSBC BANK PLC for TDA 29.
In TDA 22 Pool A, Moody's considered how the liquidity available in
the transaction and other mitigants support continuity of Notes
payments in case of servicers default. Around 50% of Pool A is
serviced by an unrated servicer while the remaining 50% is serviced
by entities rated A2 CRA. Although the Reserve Fund is fully
depleted, Moody's determined that the servicers rated A2 CRA are
strong enough to ensure payment continuity, as half of the
collections would be more than sufficient to meet the interest
payments of the notes until a replacement servicer is found in case
the other servicer defaults.
The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.
The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage. Please see Residential Mortgage-Backed Securitizations
methodology for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.
Factors that would lead to an upgrade or downgrade of the ratings:
Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.
Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.
===========================
U N I T E D K I N G D O M
===========================
ALL DAY: Quantuma Advisory Appointed as Administrators
------------------------------------------------------
All Day Recruitment Limited was placed into administration
proceedings in the High Court of Justice, The Business & Property
Courts of England & Wales, Court No. CR-2025-008698, and Nicholas
Simmonds and Chris Newell of Quantuma Advisory Limited were
appointed as administrators on Dec. 9, 2025.
All Day Recruitment Limited specialized in temporary employment
agency activities.
Its registered office is at 30a Church Street, Rickmansworth, WD3
1DJ, and it is in the process of being changed to 1st Floor, 21
Station Road, Watford, Herts, WD17 1AP.
Its principal trading address is 30a Church Street, Rickmansworth,
WD3 1DJ.
The joint administrators can be reached at:
Nicholas Simmonds
Chris Newell
Quantuma Advisory Limited
1st Floor
21 Station Road
Watford, Herts, WD17 1AP
Further details contact:
Silvia Fernandes
Tel: 01923 954 179
Email: Silvia.Fernandes@quantuma.com
APMG LIMITED: Cowgills Johns Appointed as Joint Administrators
--------------------------------------------------------------
A P M G Limited, trading as APMG Plastics, was placed into
administration proceedings in the High Court of Justice, Business &
Property Courts in Manchester, Insolvency & Companies List (ChD),
Court No. 001679 of 2025, and Jason Mark Elliott and Craig Johns of
Cowgills Limited were appointed as joint administrators on Dec. 5,
2025.
A P M G Limited specialized in plastics manufacturing and related
activities.
Its registered office is APMG Limited, Mount Skip Lane, Little
Hulton, Manchester, M38 9AL.
Its principal trading address is Mount Skip Lane, Manchester, M38
9AL.
The joint administrators can be reached at:
Jason Mark Elliott
Craig Johns
Cowgills Limited
Fourth Floor, Unit 5B
The Parklands
Bolton, BL6 4SD
Further information contact:
Janette Elliott
Cowgills Limited
Tel: 0161 827 1200
Email: Janette.Elliott@cowgills.co.uk
BCP V MODULAR: S&P Downgrades LT ICR to 'B-', Outlook Stable
------------------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' its long-term issuer
credit rating on BCP V Modular Services Holdings III Ltd.
(Modulaire) and its issue rating on its senior secured debt. The
'3' recovery rating on the debt is unchanged, indicating its
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a default.
The stable outlook on Modulaire reflects S&P's expectation of
gradual growth in revenue and EBITDA over the next 12-18 months,
driven by cost-reduction measures and a market recovery. This
should, in turn, support modest deleveraging and continued adequate
liquidity.
Deleveraging has been delayed as Modulaire continues to experience
challenging conditions in its key markets. Year-to-date 2025
revenue has declined by 4% versus the same period in 2024,
underperforming S&P's 2%–3% growth expectation in its previous
base case. This is due to lower leasing volumes in challenging end
markets in France and the U.K., along with a delayed recovery in
Germany. Together, these three countries represent about 50% of
Modulaire's revenues. Additionally, Modulaire has faced pricing
pressures (excluding its value-added service offering) due to
intensified competition in an oversupplied market, leading it to
undertake discounting initiatives to maintain its market position.
Modulaire is also incurring some restructuring and one-off costs
relating to its ongoing transformational plan, with investments in
consolidation and automation initiatives weighing on profitability
in the near term. S&P said, "As such, we have revised down our
expectations of Modulaire's adjusted EBITDA to EUR460
million-EUR470 million in 2025 from EUR510 million-EUR530 million
previously. We forecast that adjusted debt to EBITDA will rise to
more than 8.0x, rather than the 7.2x-7.5x that we previously
anticipated."
S&P said, "For 2026, we now forecast adjusted EBITDA of about
EUR500 million, versus about EUR530 million previously, and
leverage of about 8.0x versus 6.0x-6.5x previously. We expect FFO
cash interest coverage to be about 1.7x in both years, versus 2.0x
or more in our previous base case, driven by lower earnings.
Although we still expect adjusted leverage to decline to about
7.5x-7.7x in 2026, the high absolute amount of debt in Modulaire's
capital structure leaves it with limited financial flexibility to
absorb additional short-term setbacks in an environment
characterized by operational challenges and some volatility in
demand.
"We expect free operating cash flow (FOCF) to be broadly neutral in
2025 and modestly positive in 2026, which limits Modulaire's
ability to meaningfully reduce debt in an organic way. Management
has reacted to the softer end markets by maintaining capital
expenditure (capex) at about EUR175 million this year, the same
amount as in 2024 but down from almost EUR300 million in 2023, when
the markets were stronger. We forecast capex of about EUR180
million in 2026. Modulaire can reduce its capex to preserve
liquidity or improve its FOCF generation, although this can have
affect its topline growth.
"Working capital outflows of EUR23 million in 2024 dragged on
Modulaire's FOCF, the result of challenges integrating Mobile Mini
in the U.K. This led to an increase in receivables, as well as
delays in supplier payments, which were due in 2024 but arrived in
2025. For 2025, we expect working capital to be broadly cash
neutral, with a slight outflow in 2026 to support the return to
growth."
Although demand is likely to remain subdued and weigh on
Modulaire's topline, cost savings and a normalization of operating
activities should lift the EBITDA margins next year. S&P said, "In
2026, we forecast revenue growth of 3%-4%, reflecting a modest
recovery in underlying demand in a challenging operating
environment. That said, we predict that, thanks to the benefits of
cost savings over the previous two years, Modulaire's adjusted
EBITDA should increase to about EUR500 million in 2026. We expect
management's transformational plan to continue to benefit the
EBITDA margins through the consolidation of procurement and
roll-out of centralized enterprise resource planning systems. We
therefore expect stable adjusted EBITDA margins of about 30%-31% in
2026."
Modulaire's liquidity remains adequate, supported by headroom under
the partially drawn revolving credit facility (RCF) and S&P's
expectation of ongoing cash generation. Its assessment of
Modulaire's liquidity as adequate reflects its cash on the balance
sheet, prospective FOCF generation, and availability under the
partially drawn RCF. These sources are sufficient to cover
fluctuations in intra-year working capital and serve as a liquidity
buffer amid the market uncertainty.
Modulaire repriced its term loan B facility in June 2025 and cash
interest costs have reduced year on year, primarily due to lower
rates on hedges and lower market interest levels. The company
retains the flexibility to preserve liquidity by reducing growth
capex or disposing of noncore assets. Modulaire's debt maturity
profile is well-staggered, with no material near-term refinancing
risk. The term loan A, EUR47 million of the RCF, and the secured
notes mature in 2028; the unsecured notes mature in 2029; and the
remaining debt and EUR303 million of the RCF mature in 2031. The
asset-backed loan matures in 2027 but has two 12-month extension
options in the existing contract. Modulaire's adjusted debt is
approximately EUR3.8 billion, inclusive of leases and
post-retirement benefit obligations. Management has also confirmed
that it is not looking to buy back bonds in the near term,
supporting S&P's view that liquidity remains adequate.
S&P said, "The stable outlook on Modulaire reflects our expectation
of gradual growth in revenue and EBITDA over the next 12-18 months,
supported by cost-reduction measures and a market recovery. We also
expect FOCF to be slightly positive and the company to maintain
adequate liquidity."
S&P could lower the rating on Modulaire if its revenues and EBITDA
continue to decline and do not perform in line with its base case,
such that:
-- The company continues to generate negative FOCF and this
materially erodes its liquidity;
-- Deleveraging is slower than S&P anticipates and stalls for a
long period, such that it views Modulaire's capital structure as no
longer sustainable; and
-- Liquidity weakens to less than adequate.
S&P could raise its rating on Modulaire if:
-- Its adjusted debt to EBITDA falls below 7x on a sustained
basis;
-- FFO cash interest coverage remains above 2x; and
-- The company continues to deliver positive FOCF.
EES SOLUTIONS: FRP Advisory Appointed as Joint Administrators
-------------------------------------------------------------
EES Solutions KMD Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency & Companies List (ChD),
Court No. CR-2025-008524, and Tom Bowes and Simon Farr of FRP
Advisory Trading Limited were appointed as joint administrators on
Dec. 9, 2025.
EES Solutions KMD Limited specialized in management consultancy
activities other than financial management, and other research and
experimental development on natural sciences and engineering.
Its registered office is at 1150 Elliott Court, Herald Avenue,
Coventry Business Park, Coventry, CV5 6UB (to be changed to FRP
Advisory Trading Limited, Abbey House, Booth Street, Manchester, M2
4AB).
Its principal trading address is 1150 Elliott Court, Herald Avenue,
Coventry Business Park, Coventry, CV5 6UB.
The joint administrators can be reached at:
Tom Bowes
Simon Farr
FRP Advisory Trading Limited
Abbey House
Booth Street
Manchester, M2 4AB
Further details contact:
The Joint Administrators
Tel: 0161 833 3344
Alternative contact:
Jessica Jones
Email: cp.manchester@frpadvisory.com
PETALITE LIMITED: FRP Advisory Appointed as Joint Administrators
----------------------------------------------------------------
Petalite Limited was placed into administration proceedings in the
High Court of Justice, Court No. CR-2025-008624, and Geoffrey Paul
Rowley and Simon Baggs of FRP Advisory Trading Limited were
appointed as joint administrators on Dec. 5, 2025.
Petalite Limited specialized in the manufacture of batteries and
accumulators.
Its registered office is Unit 2a Forward Park, 96–97 Bagot
Street, Birmingham, B4 7BA, in the process of being changed to c/o
FRP Advisory Trading Limited, 2nd Floor, 110 Cannon Street, London,
EC4N 6EU.
Its principal trading address is Unit 2a Forward Park, 96–97
Bagot Street, Birmingham, B4 7BA.
The joint administrators can be reached at:
Geoffrey Paul Rowley
Simon Baggs
FRP Advisory Trading Limited
110 Cannon Street
London, EC4N 6EU
Further details contact:
The Joint Administrators
Tel: 020 3005 4000
Alternative contact:
Bobby Cotter
Email: cp.london@frpadvisory.com
POD SPACE: XL Business Solutions Appointed as Administrator
-----------------------------------------------------------
Pod Space Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts in Leeds,
Insolvency and Companies List (ChD), Court No. CR-2025-8696, and
Jeremy Bleazard of XL Business Solutions Limited was appointed as
administrator on Dec. 9, 2025.
Pod Space Limited specialized in the design and installation of
garden pods.
Its registered office and principal trading address is 2 Windsor
House, Caldene Business Park, Hebden Bridge, HX7 5QJ.
The administrator can be reached at:
Jeremy Bleazard
XL Business Solutions Limited
Premier House
Bradford Road
Cleckheaton, BD19 3TT
Further details contact:
The Administrator
Email: enquiries@xlbs.co.uk
Alternative contact:
Email: graham@xlbs.co.uk
PRECISION MEASUREMENT: S&P Assigns 'B' LT ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to U.K.-based Project Aurora Holdco 1 Ltd. S&P also assigned its
'B' issue rating to the group's new GBP1.5 billion term loan B. The
'3' recovery rating reflects S&P's expectation of meaningful
recovery prospects (50%-70%; rounded estimate 60%) in the event of
a default.
S&P said, "The stable outlook reflects our view that Spectris will
continue to deliver on its business strategy and maintain credit
metrics commensurate with the rating--specifically, adjusted EBITDA
margins improving to about 18% in 2026. We expect the group to post
positive free operating cash flow (FOCF), adjusted debt to EBITDA
below 6x, and funds from operations (FFO) cash interest coverage of
more than 2.5x over our 12-month outlook horizon."
Private equity firm KKR & Co. Inc. has completed its acquisition of
U.K.-based Project Aurora Holdco 1 Ltd. (Spectris), a leading
precision measurement instrument manufacturer. Spectris has been
delisted as part of the transaction and is now 100% owned by KKR.
The transaction was funded through GBP3.6 billion of common equity
and GBP1.5 billion of senior secured debt; no quasi equity or
shareholder loans are present in the structure.
Spectris' credit quality is supported by good geographic, product,
and customer diversity, coupled with barriers to entry. Management
continues to streamline the business and reduce costs, which should
bolster profitability. The group's credit quality is constrained by
its moderate scale compared with higher-rated peers, and by a
tolerance for high leverage. S&P's base-case scenario assumes that
the group's revenue will rise steadily to about GBP1.4 billion in
2025, and more than GBP1.5 billion in 2026, from about GBP1.3
billion in 2024.
S&P said, "Due to the timing of the transaction, we expect
Spectris' S&P Global Ratings-adjusted debt to EBITDA to spike to
more than 7x in 2025 but improve to 5.5x-6.0x in 2026. To fund the
acquisition, Spectris issued a EUR975 million term loan B and a
$900 million term loan B. New owner KKR has provided GBP3.6 billion
of common equity. All the group's prior debt has been repaid,
leaving only GBP77 million of leases that were rolled over into the
new capital structure. S&P said, "Furthermore, Spectris has raised
a new GBP300 million revolving credit facility (RCF), which we
understand was undrawn when the transaction was completed. We
further understand that there are no noncommon equity-like
instruments in the group structure at any level between Project
Aurora Holdco 1 Ltd. and the KKR funds. Associated transaction fees
are projected to total about GBP200 million. Despite the increase
in leverage, we forecast that Spectris will generate positive FOCF
and exhibit FFO to cash interest coverage of more than 2.5x in 2025
and 2026. Our calculation of Spectris' debt includes new term loans
equivalent to about GBP1.5 billion, GBP77 million of lease
liabilities, GBP5 million of deferred consideration, and about GBP6
million of pensions."
"We anticipate that the group will realize benefits from its
ongoing restructuring program and the integration of recent
acquisitions, which should offset some softness in underlying
markets. We expect this to translate into rising revenue and an S&P
Global Ratings-adjusted EBITDA margin of about 15.5%-16.0% in 2025
and about 18% in 2026 (from 12.7% in 2024). Spectris is a
well-diversified group but has exposure to some cyclical end
markets that can experience persistent softness, such as automotive
and metals and mining. Specifically, operating performance in the
group's scientific division (where it generated 61% of its revenue
in 2024) was undermined by weaker demand in life sciences, less
demand for battery development, and general industrial softness.
Its dynamics business (39% of total 2024 revenue) was hit by a
decline in the automotive market and a cyclical slowdown in
industrial machinery. That said, despite a difficult 2024, the
group enjoyed a strong uptick in the first half of 2025, and its
reported third-quarter sales were up 11%, year-on-year, with many
of its businesses exhibiting revenue growth. We estimate that
revenue increased to about GBP1.4 billion in 2025 and forecast that
it will be more than GBP1.5 billion in 2026, supported by the
full-year contribution of acquisitions (SciAps, Micromeritics, and
Piezocryst) made toward the end of 2024.
"The group invests about 7%-8% of revenue into research and
development (R&D) each year and we expect this to continue. Almost
all of its R&D investment is expensed and the percentage is higher
than that at many similarly-rated peers. Management continues to
streamline the group's cost base, for example, by rolling out a new
enterprise resource planning (ERP) platform; rationalizing
headcount; and realizing synergies from acquisitions. Despite our
assumption that adjusted EBITDA will be depressed by material
restructuring costs until at least 2027, we still anticipate that
these measures will help to improve profitability and estimate
adjusted EBITDA margins of 15.5%-16.0% in 2025 and about 18% in
2026. That said, the group's profitability, and therefore its
credit metrics, are sensitive to any underperformance against our
base case. Specifically, the ratings could come under pressure
immediately if restructuring costs are higher than expected.
"Improving profitability, coupled with improved working capital
conditions and a capital expenditure (capex)-light business model,
means that FOCF should remain strongly positive in 2025 and 2026.
We forecast that Spectris will report positive FOCF of more than
GBP100 million per year in 2025 and 2026. We understand that KKR
and management are focused on organic growth and profitability
improvement--as such, our base case does not factor in any further
sizable acquisitions. During 2024, working capital was eroded by
the roll out of Spectris' new ERP platform to its Malvern
Pananalytical business, which caused higher-than-usual inventory
levels and a temporary dent in collections and payments. Management
expects a reversal or catch up in 2025 before working capital
settles back into its typical pattern. Therefore, we estimate that
the working capital-related cash inflow could be up to GBP20
million in 2025, before turning slightly negative in 2026 and
beyond, as the business grows. After making higher-than-usual
capital sites investments during 2024, including a new Particle
Measuring Systems site in Boulder, U.S., we expect capex to return
to about GBP35 million per year from 2025 on.
"Good diversification and barriers to entry support the ratings,
offset by Sprectris' moderate size and scale, relative to more
highly rated peers, coupled with its exposure to some cyclical end
markets. Our ratings incorporate Spectris' positions in niche
markets, moderate scale, good diversity, and strong business
offerings that consist of a portfolio of independently operated
brands within the material preparation and testing, sensors and
controls, and flow control markets. The group supplies about 67,000
customers across a wide range of industries, with no single
customer accounting for more than 1% of revenue and no single
supplier accounting for more than 2% of purchase spending.
"Spectris is also well-diversified geographically, with a good
presence in North America, Europe, and Asia. Most of the group's
brands hold top positions within the niche and highly fragmented
markets they serve. Most of the products the group offers are
highly engineered and considered mission-critical to their
customers, which creates barriers to entry and relatively high
switching costs. Spectris remains exposed to some cyclical end
industries--such as automotive and metals and mining--and
profitability could reflect ongoing volatility. On the other hand,
the group is also exposed to some industries that benefit from
strong megatrends; for example, aerospace and defense,
pharmaceuticals, semiconductors, and electronics. In terms of
absolute revenue and EBITDA base, Spectris is smaller than some of
its more highly rated peers.
"We recognize the economic uncertainties arising from U.S.
government policy and tariff implementation. Spectris generates
about 25% of its revenue in the U.S.
"S&P Global Ratings believes there is a high degree of
unpredictability around policy implementation by the U.S.
administration and possible responses--specifically with regard to
tariffs--and the potential effect on economies, supply chains, and
credit conditions around the world. As a result, our base-line
forecasts carry a degree of uncertainty. As situations evolve, we
will gauge the macro and credit materiality of potential and actual
policy shifts and reassess our guidance accordingly.
"Despite these global uncertainties, we view several factors as
supportive for Spectris. First, the group has established a
manufacturing base in the U.S., enabling a local-for-local
production model. Second, the group demonstrates a degree of
operational flexibility, allowing it to adapt its manufacturing and
sourcing strategies in response to changing cost dynamics across
regions. This flexibility should mitigate the potential impact of
trade-related disruptions on its cost structure and overall
competitiveness.
"The stable outlook reflects our view that Spectris will continue
to deliver on its business strategy and maintain credit metrics
commensurate with the rating--specifically, adjusted EBITDA margins
improving to about 18% in 2026. We expect the group to post
positive FOCF, adjusted debt to EBITDA below 6x, and FFO cash
interest coverage of more than 2.5x over our 12-month outlook
horizon."
S&P could lower the ratings if:
-- The group experiences a significant reduction in sales amid an
economic slowdown or posts higher-than-expected one-off costs that
weigh on profitability, causing it to sustain debt to EBITDA above
7x with limited to no prospects for improvement;
-- It adopts a more-aggressive financial policy that includes
large debt-financed acquisition or sizable shareholder rewards; or
-- FFO cash interest coverage falls below 2x.
Although unlikely in the near term, S&P could raise its rating on
Spectris if:
-- Stronger-than-expected operating performance reduces its debt
to EBITDA below 5x whilst Spectris maintains adequate liquidity and
positive cash flow generation; and
-- It demonstrates the size, scale, and financial policies that
would allow it to sustain this reduced level of leverage.
SHOWMED LIMITED: Opus Williams Appointed as Administrators
----------------------------------------------------------
Showmed Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts, Court No.
CR-2025-008728, and Gareth David Wilcox and Louise Williams of Opus
Restructuring LLP were appointed as joint administrators on Dec. 9,
2025.
Showmed Limited specialized in medical provisions to hospitality
and events.
Its registered office and principal trading address is 15 Apollo
Park, Station Road, Long Buckby, Northampton, England, NN6 7PF.
The joint administrators can be reached at:
Gareth David Wilcox
Opus Restructuring LLP
Cornwall Buildings
45 Newhall Street
Birmingham, B3 3QR
Louise Williams
Opus Restructuring LLP
Bridgford Business Centre
29 Bridgford Road
West Bridgford, Nottingham, NG2 6AU
Further details contact:
Ellie McEvilly
Email: ellie.mcevilly@opusllp.com
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2025. All rights reserved. ISSN 1529-2754.
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